Hard to believe at the moment, but the Bears used to have a whole lot of fun, and nobody was funnier than Freddie Williams.   Win or lose, Williams always had a way with words that left teammates laughing, usually at themselves.

     When the Chicogo Bears and Green Bay played one of the greatest of the great Packers teams of the era, they lost 49-0 in a slaughter that coach Vince Lombardi later admitted unsettled him to the point of compassion for his irascible rival, George Halas.

     "My helmet got pushed down on my face so many times it broke my nose," said defensive end Ed O'Bradovich, who played next to defensive tackle Williams.  "We got our lunch, dinner and snack handed to us, a total and complete physical beating."

     Both teams shared the same tunnel to their locker rooms and when they retreated together afterward, Williams got inside the Bears' room and yelled, "Lock the doors, men, they are coming in after us!"

     The following year the Bears won the world championship, but Williams kept his perspective.

     "It was the darnediest team I'd ever seen," Williams once said.  "We'd intercept a pass and run it back to the other team's 13-yard line, and the offense would run three plays and kick a field goal.  And they'd come out and say, 'We got you a lead, y'all hold it.'"

     Williams was traded to Washington in 1964.

     "Then they got Sayers and Butkus in 1965 and they [usually] didn't bat .500 with them, so I always figured Sayers and Butkus didn't replace me," Williams said.

     Williams died Monday of a stroke at 71, just when the Bears needed him most.

     "He kept us loose at all times.  He was the best.  We shared the same birthday, Feb. 8," said Jim Dooley, the first player the Bears selected in a 1952 draft that included Williams, Bill McColl, Herm Clark, Ed Brown, Joe Fortunato, Bill Bishop, and the first African-American to play for the team, Eddie Macon.

     It was a different time, when players huddled off the field as well as on.  They and their families lived in enclaves at hotels in season and spent night and day together.  Money was tight and so were friendships.

     "We didn't make enough money to take ourselves to seriously," safety Richie Petitbon said.

     One time Williams and defensive end Doug Atkins got into a martini-drinking contest.  Witnesses swore each man downed 21 martinis, but Atkins was declared the victor.

     "I asked Fred why he thought Doug beat him," O'Bradovich remembered. "Fred said, 'Doug had to carry me home, so I figured he won.'"

     "We didn't have a contest," Atkins insisted Thursday.  "How could you remember how many martinis you drank?   But I remember going back to the hotel with Fred one night and his wife called and said, 'Doug, Fred fell in the bathtub and I can't get him out.'"

     Players had to act as their own agents and when it was contract time, they talked straight to the owner, general managers, and coach -- Halas.   A meticulous record-keeper, Halas noted every game by every player in a book and invariably found a way to use it against all arguments for raises.  Halas would compare grades and informed players that the facts showed that they never were as good as they thought they were.

     One year, after a particular outstanding season, Williams couldn't wait to confront Halas.  He had won awards, made the Pro Bowl and graded out higher than any other lineman.

     "Before you say anything, pull out that grading book," Williams told Halas.  "Look up Williams, No. 75.  See those grades?  Now I want a $5,000 raise."

     Halas glared back and said:  "You know what you can do with that book, Fred?  You can stick it."

     They called him Fat Freddie, "but he wasn't fat.  He weighed about 255," Dooley said.

     "Good player," Dooley added.  "He chased Bobby Mitchell for 50 yards once in Cleveland and then hit him out of bounds.  He got fined but he said, "I wasn't going to chase him for 50 yards and not get to hit him.'"

     Like most Bears at the time, Williams and Halas had a love-hate relationship.  Players loved to talk about how they hated the Old Man. But they wouldn't let anybody else talk about him.  When future Bears General Manager Jim Finks played with the Pittsburg Steelers, he started jawing with Halas on the sidelines only to have Williams slug him.  Finks showed off the scar after he went to work in Chicago.

     Of Halas, Williams once said:  "I have great respect for that man and I always did.  He was a little short in the pocket on the change, but heck, here's a guy that stayed in pro football and made the National Football League and created all these jobs.  Without some guys like him who formed the league, I'd never got a chance to play."

     With guys like Williams playing, they never called it the No Fun League.